Cydsa, S.A.B. de C.V. announced that it has commenced a "modified Dutch auction" tender offer to purchase for cash up to an aggregate principal amount of its 6.250% Senior Notes due 2027 (Notes) that will not result in the Aggregate Purchase Price for the Notes validly tendered (and not validly withdraw) and accepted for purchase pursuant to the Tender Offer to exceed $40.0 million (such amount, as may be modified by Cydsa in its sole discretion, the "Maximum Amount"). The Tender Offer is being made pursuant to the terms of an Offer to Purchase dated April 6, 2022 and is subject to certain conditions. The Tender Offer will expire on May 3, 2022, unless extended or earlier terminated by Cydsa in its sole discretion.

In order for holders of Notes to be eligible to receive the Total Consideration (as defined below) for their Notes, such holders must validly tender such Notes at or prior to April 19, 2022, unless extended by Cydsa in its sole discretion. Holders that tender Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the Tender Offer Consideration, which does not include the Early Tender Payment. If any Notes are purchased in the Tender Offer, Notes tendered at or prior to the Early Tender Time with a Bid Price equal to or less than the Clearing Price will be accepted for purchase in priority to other Notes validly tendered in the Tender Offer after the Early Tender Time.

Accordingly, if the Maximum Amount is reached in respect of tenders made at or prior to the Early Tender Time, no Notes tendered after the Early Tender Time will be accepted for purchase. The consideration for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer will be equal to the Clearing Price which Total Consideration includes a payment equal to $50.00 per $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer. Holders who tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive consideration equal to the Total Consideration minus the Early Tender Payment, on the Final Settlement Date.

The Total Consideration and the Tender Offer Consideration will be payable in cash in U.S. dollars. Holders will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) for the Notes accepted for purchase. The aggregate amount of Tender Offer Consideration and Total Consideration that holders of Notes are entitled to receive, excluding Accrued Interest, for Notes that are validly tendered and accepted for purchase by Cydsa is referred to as the "Aggregate Purchase Price.

Whether and to what extent tendered Notes of a holder are accepted for purchase in the Tender Offer will depend upon how the Bid Price specified by such holder compares to Bid Prices specified by other tendering holders. Specifically, at the Early Tender Time, Cydsa will compare all the Bid Prices received at or prior to the Early Tender Time to calculate a single Clearing Price for the Tender Offer. Under the "modified Dutch Auction" procedure, Cydsa will accept Notes validly tendered (and not withdrawn) in the Tender Offer in the order of the lowest to the higher Bid Prices specified or deemed to have been specified by tendering holders at or prior to the Early Tender Time, and will select the single lowest Bid Price so specified that will enable Cydsa to purchase the maximum principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time such that the Aggregate Purchase Price for such Notes would not exceed the Maximum Amount (or, if a single Bid Price as applied to the purchase of all Notes validly tendered (and not withdrawn) in the Tender Offer at or prior to the Early Tender Time would result in an Aggregate Purchase Price less than the Maximum Amount, then Cydsa will select such Bid Price), which is referred to as the "Clearing Price." This means that if a holder of Notes elects to participate in the Tender Offer at or prior to the Early Tender Time, it must specify the minimum purchase price (its "Bid Price") that such holder would be willing to receive as the Total Consideration in exchange for each $1,000 in principal amount of Notes it chooses to tender in the Tender Offer.

A holder's specified Bid Price for each $1,000 in principal amount of Notes must be in increments of $2.50 and must be at least $955.00. Tendered Notes may be withdrawn in accordance with the terms of the Tender Offer prior to April 19, 2022, unless extended by Cydsa in its sole discretion (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter. The Early Tender Time and/or Expiration Time Offer can be extended independently of the Withdrawal Deadline for such Offer and the Early Tender Time, Expiration Time or Withdrawal Deadline with respect to any other Offer.

Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as the dealer managers for the Tender Offer.